Exhibit 3.1

In compliance with the requirements of the applicable provisions (relating to articles of amendment), the undersigned, desiring to amend its articles, hereby states that:

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EXHIBIT A

COMMONWEALTH OF PENNSYLVANIA

DEPARTMENT OF STATE

CORPORATION BUREAU

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

TRISTATE CAPITAL HOLDINGS, INC.

Pursuant to the Pennsylvania Business Corporation Law of 1988 as amended:

FIRST: The name of the corporation (hereinafter called the Corporation) is:

TriState Capital Holdings, Inc.

SECOND: The address of the Corporation’s registered office in this Commonwealth is:

1001 Liberty Avenue, 11^th Floor

Pittsburgh, PA 15222

Allegheny County

THIRD: The Corporation is incorporated under the provisions of the Business Corporation Law of 1988, as amended.

FOURTH: The aggregate number of shares of capital stock that the Corporation will have the authority to issue is 45,150,000 shares divided into two classes consisting of 45,000,000 shares of common stock, without par value (the “Common Stock”), and 150,000 shares of preferred stock, without par value (the “Preferred Stock”).

The shares of the Preferred Stock may be issued from time to time in series. Each series will be designated so to distinguish the shares thereof from the shares of all other series. All shares of any particular series will be identical except, if entitled to cumulative dividends, as to the date or dates from which dividends thereon will be cumulative. Any series of the Preferred Stock may differ from any other series with respect to any designation, preference, qualification, privilege, limitation, restriction, special or relative right, or other term or condition. The Board of Directors is expressly vested with authority to establish and designate any one or more series of the Preferred Stock by filing a certificate of designations pursuant to the Pennsylvania Business Corporation Law and to fix and determine by resolution any designations, preferences, qualifications, privileges, limitations, restrictions, special or relative rights, or other terms and conditions of any series created thereby. In the event that at any time the directors of the Corporation will have established and designated one or more series of the Preferred Stock consisting of a number of shares which constitutes less than all of the authorized number of the Preferred Stock, the remaining authorized preferred shares will be deemed to be shares of an undesignated series of the Preferred Stock until designated by the directors of the Corporation as being part of a series previously established or a new series then being established by the directors.

FIFTH: Any or all classes and series of shares of the Corporation, or any part thereof, may be represented by uncertificated shares to the extent determined by the Board of Directors, except that shares represented by a certificate that is issued and outstanding will continue to be represented thereby until the certificate is surrendered to the Corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation will send to the registered owners thereof a written notice containing the information required to be set forth or stated on certificates by subsections (c) and (d) of § 1528 of the Pennsylvania Business Corporation Law of 1988, as amended, 15 Pa.C.S. 1101 et seq. (the “Act”). Except as otherwise expressly provided by applicable law, the rights and obligations of the holders of uncertificated and certificated shares of the same class and series will be identical.

SIXTH: The Corporation shall have perpetual existence.

SEVENTH: In the election of directors, shareholders shall not have the right to cumulative voting as provided under §1758 of the Act.

EIGHTH: Each of the following subchapters of the Act and any successor statute thereto will be inapplicable to the Corporation: (a) Subchapter E of Chapter 25 set forth at sections 2541-2548 of the Act, (b) Subchapter G of Chapter 25 set forth at sections 2561-2568 of the Act, and (c) Subchapter H of Chapter 25 set forth at sections 2571-2576 of the Act.

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Fee: $70

In compliance with the requirements of 15 Pa.C.S. § 1522(b) (relating to statement with respect to shares), the undersigned corporation, desiring to state the designation and voting rights, preferences, limitations, and special rights, if any, of a class or series of its shares, hereby states that:

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EXHIBIT A

[see attached]

CERTIFICATE OF DESIGNATION

OF

PERPETUAL CONVERTIBLE PREFERRED STOCK, SERIES C

OF

TRISTATE CAPITAL HOLDINGS, INC.

August 3, 2012

TriState Capital Holdings, Inc., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania (the “Corporation”), in accordance with the provisions of 1522(b), (c), and (d) of the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”), does hereby certify:

The board of directors of the Corporation (the “Board of Directors”) in accordance with the Articles of Incorporation of the Corporation, as amended, and applicable law, adopted the following resolution at its meeting held on July 23 - 24 2012 creating a series of 48,780.488 shares of Preferred Stock of the Corporation designated as “Perpetual Convertible Preferred Stock, Series C”.

RESOLVED, that pursuant to the provisions of the Articles of Incorporation of the Corporation and applicable law, a series of Preferred Stock, without par value per share, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

Part 1. Designation and Number of Shares. There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the “Perpetual Convertible Preferred Stock, Series C” (the “Series C Preferred”). The authorized number of shares of Series C Preferred shall be 48,780.488.

Part 2. Ranking. The Series C Preferred shall, with respect to rights on liquidation, winding-up and dissolution, rank senior to the Collective Common Stock. Except for such rights and any other rights expressly conferred on the Series C Preferred by this Certificate of Designation, the Series C Preferred shall rank on a parity with the Collective Common Stock. The Series C Preferred shall rank on a parity with the Series A Preferred and the Series B Preferred (except to the extent that the Certificates of Designation of the Series A Preferred and the Series B Preferred, respectively, require that those classes be senior to the Series C Preferred, including, without limitation, the payment of mandatory dividends on the Series A Preferred and the Series B Preferred) with respect to dividend rights and rights on liquidation, winding-up and dissolution.

Part 3. Dividends. In the event that the Corporation declares or pays any dividends upon the Collective Common Stock (whether payable in cash, securities or other property), the Corporation shall also declare and pay in cash to the holders of the Series C Preferred at the same time that it declares and pays such dividends to the holders of the Collective Common Stock, the dividends which would have been declared and paid with respect to the Collective Common Stock issuable upon conversion of the Series C Preferred had all of the outstanding Series C Preferred been converted as of the record date for such dividend, or if no record date is fixed, the date as of which the record holders of Collective Common Stock entitled to such dividends are to be determined.

Part 4. Liquidation. Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of Series C Preferred shall be entitled to be paid, before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the greater of (i) the aggregate Liquidation Value of all shares of Series C Preferred held by such holder (plus all declared but unpaid dividends thereon) and (ii) the amount to which such holder would be entitled to receive upon such liquidation, dissolution or winding up if all of such holder’s Series C Preferred were converted into Conversion Stock immediately prior to such event, and the holders of Series C Preferred shall not be entitled to any further payment with respect to their Series C Preferred. If upon any such liquidation, dissolution or winding-up of the Corporation, the assets of the Corporation to be distributed among the holders of the Series C Preferred are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Part 4, then the entire assets available to be distributed to the Corporation’s stockholders shall be distributed pro-rata among such holders based upon the aggregate Liquidation Value (plus all declared but unpaid dividends) of the Series C Preferred held by each such holder.

Part 5. Priority of Series C Preferred on Redemptions. So long as any Series C Preferred remains outstanding, the Corporation shall not, nor shall it permit any Subsidiary to, redeem, purchase or otherwise acquire directly or indirectly any Collective Common Stock unless the Corporation offers to also redeem, purchase or otherwise acquire a pro rata percentage of Series C Preferred from the holders thereof and, so redeems, purchases or acquires such Series C Preferred from the holders of Series C Preferred who accept such offer.

Part 6. Voting Rights. The holders of the Series C Preferred shall be entitled to notice of all meetings of the holders of Collective Common Stock in accordance with the Corporation’s bylaws, and except as otherwise required by applicable law, the holders of the Series C Preferred shall be entitled to vote on all matters submitted for a vote to the holders of Collective Common Stock. The holders of the Series C Preferred shall vote together with the holders of the Collective Common Stock as a single class with each holder of Collective Common Stock entitled to one (1) vote per share of Collective Common Stock and each holder of the Series C Preferred entitled to one (1) vote for each share of Conversion Stock that would be issuable upon conversion of the Series C Preferred if such Series C Preferred were converted into Conversion Stock as of the record date for such vote or, if no record date is specified, as of the date of such vote. Notwithstanding anything to the contrary herein, in all matters that entitle the holder of two or more classes or series of shares to vote as separate voting groups under the applicable Pennsylvania business corporation laws and in which the holders of Series C Preferred are affected in the same or a substantially similar way, the holders of the Series C Preferred so affected must vote together as a single voting group.

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Part 7. Conversion.

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Part 8. Preemptive Rights. In the event the Corporation or any of its Subsidiaries offers to sell any Equity Securities other than in connection with an Exempt Offering, (a “Preemptive Rights Offering”), the Corporation and/or its Subsidiaries shall first offer to sell to each then holder of Series C Preferred a portion of such Equity Securities equal to (x) the number of Equity Securities being sold multiplied by (y) a fraction, (i) the numerator of which is the aggregate amount of Collective Common Stock held by such then holder of Series C Preferred on an as-converted basis on the date of such Preemptive Rights Offering and (ii) the denominator of which is the aggregate amount of Collective Common Stock outstanding on the date of such Preemptive Rights Offering (which denominator shall include the aggregate amount of Collective Common Stock held by such then holder of Series C Preferred on an as-converted basis on the date of such Preemptive Rights Offering); provided that the Corporation shall not offer, and a then holder of Series C Preferred shall not purchase, Equity Securities in excess of an amount that would cause such then holder of Series C Preferred to exceed the Ownership Limit and/or the Adjusted Ownership Limit. Each then holder of Series C Preferred shall be entitled to purchase any such offered Equity Securities at the most favorable price and on the most favorable terms as such Equity Securities are to be sold. In order to exercise its purchase rights hereunder, a then holder of Series C Preferred having preemptive rights pursuant to this Part 8 must, within 21 calendar days after receipt by such then holder of Series C Preferred of a written notice from the Corporation describing in reasonable detail the Equity Securities being offered, the purchase price thereof, the payment terms and the amount such then holder of Series C Preferred is eligible to purchase hereunder, deliver a written notice to the Corporation exercising such Person’s purchase rights pursuant to this Part 8. The rights of the Purchasers under this Part 8 shall terminate upon the consummation of a Qualified Public Offering.

Part 9. Tag-Along Rights.

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Part 10. Rights, Interests, Preferences and Priorities. The Corporation shall not, and shall not cause any Subsidiary or affiliate to, negatively affect any rights, interests, preferences or priorities of the holders of the Series C Preferred without the prior written consent of the holders of a majority of the Series C Preferred then outstanding; provided, however, that this provision will not be construed to prohibit the Corporation from establishing, or causing any

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Subsidiary or affiliate to establish, any series or class of capital stock having rights and/or preferences ranking on a parity with the rights and preferences of the Series C Preferred, and no consent of the holders of the Series C Preferred is required in such case.

Part 11. Amendment of the Restated Articles of Incorporation. So long as any Series C Preferred remains outstanding and subject to (a) the limitations in Part 10 above, (b) the limitations in Part 13 below, and (c) any limitations imposed by the terms of the Series A Preferred and the Series B Preferred outstanding as of the date of the Purchase Agreement, without the vote or prior written consent of the holders of a majority of the Collective Common Stock then outstanding (including the holders of the Series C Preferred voting on an as-converted basis), the Corporation shall not amend, modify, terminate or otherwise alter any provisions of its Articles of Incorporation (including by means of a merger, consolidation or otherwise), except that this provision will not apply to any amendments to existing certificates of designation or new certificates of designation duly adopted by the Board of Directors of the Corporation as provided under the Articles of Incorporation of the Corporation and the PBCL).

Part 12. Reacquisition of Series A Preferred and Series B Preferred. So long as any Series C Preferred remains outstanding and subject to any limitations imposed by the Series A Preferred and the Series B Preferred outstanding as of the date of the Purchase Agreement, upon any event that results in any shares of Series A Preferred or Series B Preferred ceasing to be outstanding, including, without limitation, the exchange of Series A Preferred or Series B Preferred for Common Stock and the reacquisition by the Corporation or forfeiture by the holder thereof or other retirement of any of the shares of Series A Preferred or Series B Preferred, such shares of Series A Preferred or Series B Preferred, as the case may be, shall be immediately cancelled and shall not be reissued and shall no longer be authorized.

Part 13. Amendment and Waiver. No amendment, modification, alteration, repeal or waiver of any provision hereof shall be binding or effective without the prior written consent, or, in the case of Series C Preferred, vote, of each of (i) the Corporation and (ii) the holders of a majority of the Series C Preferred outstanding at the time such action is taken; provided that no amendment, modification, alteration, repeal or waiver of the terms or relative priorities of the Series C Preferred may be accomplished by the merger, consolidation or other transaction of the Corporation with another corporation or entity unless the Corporation has obtained the prior written consent or vote of the holders of a majority of the Series C Preferred then outstanding.

Part 14. Notices. Except as otherwise expressly provided hereunder, all notices referred to herein shall be in writing and shall be delivered by registered or certified mail, return receipt requested and postage prepaid, or by reputable overnight courier service, charges prepaid, and shall be deemed to have been given when so mailed or sent (i) to the Corporation, at its principal executive offices and (ii) to any stockholder, at such holder’s address as it appears in the stock records of the Corporation (unless otherwise indicated by any such holder).

Part 15. Definitions. The following terms used in this Certificate of Designation have the following meanings:

“Adjusted Ownership Limit” means as of any date of determination, 24.9% of the total equity of the Corporation outstanding at such time.

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“Certificate of Designation” means this Certificate of Designation of Perpetual Convertible Preferred Stock, Series C, of the Corporation.

“Common Stock” means the common stock, without par value per share, of the Corporation.

“Collective Common Stock” means, collectively, the Corporation’s Common Stock and any capital stock of any class of the Corporation hereafter authorized which is not limited to a fixed sum or percentage of par or stated value in respect to the rights of the holders thereof to participate in dividends or in the distribution of assets upon any liquidation, dissolution or winding up of the Corporation.

“Conversion Price” has the meaning set forth in Part 7.2.

“Conversion Stock” means, with respect to the Series C Preferred, shares of the Collective Common Stock; provided that if there is a change such that the securities issuable upon conversion of the applicable Series C Preferred are issued by an entity other than the Corporation or there is a change in the type or class of securities so issuable, then the term “Conversion Stock” shall mean one share of the security issuable upon conversion of the applicable Series C Preferred if such security is issuable in shares, or shall mean the smallest unit in which such security is issuable if such security is not issuable in shares.

“Equity Securities” means any ownership interests, membership interests, partnership interests, profits interests, capital stock or other equity interests, or securities exercisable or exchangeable for or convertible into, or warrants, options and other rights to acquire, membership interests, partnership interests, capital stock or other equity interests or ownership interests.

“Exempt Offering” means any issuance of Equity Securities (i) at the written direction of the applicable primary federal banking regulator of the Corporation or any of its Subsidiaries, (ii) upon exercise, conversion or exchange of other Equity Securities which were issued in compliance herewith, (iii) Collective Common Stock issued pursuant to stock dividends, stock splits, or similar transactions if an appropriate adjustment to the Conversion Price is made pursuant to Part 7.3, (iv) the issuance of shares of Equity Securities (and/or the grant of options or warrants therefor) to employees, directors, contractors, consultants or advisors to the Corporation pursuant to incentive agreements, stock option plans, stock bonuses or awards, or incentive contracts, in each case approved by the Board of Directors; (v) the issuance of Equity Securities upon exercise of warrants or options outstanding as of the date hereof or granted hereafter pursuant to the 2006 Stock Option Plan of the Corporation or any similar employee compensation plan; (vi) the issuance of Equity Securities in connection with mergers, bona fide acquisitions or similar transactions by the Corporation for the purpose of acquiring other entities or substantially all of their assets, in each case as approved by the Board of Directors; or (vii) the issuance of shares of any Equity Securities expressly excluded from the preemption rights in a written consent signed by, or by vote of, the holders of at least a majority of the then-outstanding shares of Series C Preferred voting independently as a separate class.

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“Fundamental Change” means (i) any sale or transfer of more than 50% of the assets of the Corporation and its Subsidiaries on a consolidated basis (measured either by book value in accordance with United States generally accepted accounting principles consistently applied or by fair market value determined in the reasonable good faith judgment of the Board of Directors) in any transaction or series of transactions (other than sales in the ordinary course of business), or (ii) any recapitalization, reorganization, reclassification, consolidation, merger or other similar transaction or series of related transactions that result in any Person or group of Persons (as the term “group” is used under the Securities Exchange Act of 1934) other than Persons holding Voting Securities of the Corporation immediately prior to the transaction or transactions, owning Voting Securities of the Corporation possessing the voting power (under ordinary circumstances) to elect a majority of the Corporation’s board of directors.

“Junior Securities” means any capital stock or other equity securities of the Corporation, except for the Series C Preferred, the Series A Preferred Stock, the Series B Preferred Stock or any other class or series of the Corporation’s capital stock which is senior to or pari passu with the Series C Preferred with respect to preference and priority on dividends, redemptions, liquidations and voting rights as permitted by the terms of the Series C Preferred hereunder or approved by a vote of the holders of the Series C Preferred as provided hereunder.

“Liquidation Value” of any share of Series C Preferred as of any particular date shall be equal to the Purchase Price of such share of Series C Preferred.

“Ownership Limit” means at the time of determination, with respect to holders of the Series C Preferred, 24.9% of any class of Voting Securities of the Corporation outstanding at such time. Any calculation of a holder’s percentage ownership of the outstanding Voting Securities of the Corporation for purposes of this definition shall be made in accordance with the relevant provisions of Regulation Y of the Federal Reserve Board (12 C.F.R. 225 et seq.).

“Person” means an individual, a partnership, a corporation, a limited liability company, a limited liability, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Public Offering” means any offering by the Corporation of its capital stock or equity securities to the public pursuant to an effective registration statement under the Securities Act of 1933, as then in effect, or any comparable statement under any similar federal statute then in force.

“Purchase Agreement” means that certain Preferred Stock Purchase Agreement, dated as of April 24, 2012, by and among the Corporation, Lovell Minnick Equity Partners III LP and Lovell Minnick Equity Partners III-A LP, as such agreement may from time to time be amended in accordance with its terms.

“Purchase Price” means, with respect to each share of Series C Preferred, the amount paid by the original holder thereof in connection with the acquisition of such share as finally determined pursuant to the terms, conditions and adjustments set forth in the Purchase Agreement.

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“Qualified Public Offering” means any offering by the Corporation of its Equity Securities to the public pursuant to an effective registration statement under the Securities Act of 1933, as amended, or any comparable statement under any similar federal statute then in force that generates aggregate proceeds to the Corporation of at least $100 million prior to the exercise by the underwriters in such offering of any over-allotment option.

“Series A Preferred” means the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, of the Corporation.

“Series B Preferred” means the Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Corporation.

“Subsidiary” means any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by the Corporation or one or more of the other Subsidiaries of the Corporation or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Corporation or one or more Subsidiaries of the Corporation or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing general partner of such limited liability company, partnership, association or other business entity.

“Voting Securities” means, at any time, shares of any class of capital stock of the Corporation that are then entitled to vote generally in the election of directors.

IN WITNESS WHEREOF, TriState Capital Holdings, Inc. has caused this Certificate of Designation to be signed by its duly authorized officer as of the day and year first set forth above.

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8531404-SOPA25

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EXHIBIT A

In the definition of “Purchase Agreement” in Part 15 of the Certificate of Designation of Perpetual Convertible Preferred Stock, Series C, set forth at Exhibit A, the parties identified as “Lovell Minnick Equity Partners III LP” and “Lovell Minnick Equity Partners III LP” should instead be revised to “LM III TriState Holdings LLC” and “LM III-A TriState Holdings LLC,” respectively.